What was awesome:
-changed the juvenile humor of the first two (farting animals, Jar Jar's tongue) for some tongue-in-cheek humor (like the droids in the elevator. I don't know what exactly they changed, but it had that Star Wars "feel" we're always talking about.
-way to finally answer the "why doesn't Qui Gonn disappear?" question! And they tied it in with Anakin's obsession with cheating death, and contrasted the natural power of the light side with the equivalent unnatural power of the dark side. Well done!
-better pacing (AOTC was too chopped), better acting, better dialogue. I only cringed once...maybe I'll grow to love that line in the future by virtue of its sap?
-Yoda actually hinted at MagnoliaFan's take on the "prophecy of the one!" MagFan says balance could mean the end of the sith, it could also be a darker prophecy at reducing the force to two sith and two jedi, thus establishing balance. Yoda hinted at this, and the viewer can draw his own conclusion at the end of the movie when we see the two pairs.
-Way to include the Lava duel Lucas originally had planned for ROTJ.
-Better Anakin tension, saw the good and the bad and we were able to root for him, all the while knowing the tragedy that was to unfold.
-LOVED the lizard-steed.
What they got wrong:
-mis-marketed General Greivous. He was supposed to be a bad-arse jedi killing machine. He just ran and got his butt kicked. Sure, he was cool, but he was a completely different character than Clone Wars and starwars.com led us to believe. Totally mis-marketed and so kind of ruined.
-I didn't hear a Screaming Wilhelm...did anyone else?
-They gave me a convincing reason for Anakin to turn to the dark side but there was no convincing reason for him to stay on the darkside. I wish they had given him a consuming hatred for the emporer, so he was trying to learn the power to kill him, kind of like an addiction. But after Padme was dead, I had trouble believing that Anakin would then venture down the Lord Vader path...something was missed.
-OK, so you have to ruin the "I am your father" surprise, that's just the way it goes. But I REALLY wish they had kept Leia a mystery. Future generations could still have the experience in ESB when Yoda says "there is another" (oh yeah, and Obi Wan supposedly didn't know about her? "He was our last hope"? But he's the one who hid them? Whatever. I think that was a pre-existing inconsistency). Anyway, Yoday says "there is another" and everyone's wondering where's luke's sister? And then in ROTJ we find out it's Leia. But now everyone forever will know from the get go. That did not have to be given away.
-The one loose end that will eat at me forever is what happened to R2 that he went from a Comm-catching, rocket-flying, droid-beating, spaceship-jumping, pop-a-wheelying tin-can of terror to a geriatric astromech. R2 was a *little* over the top, not too bad, but when we see his old role, there's just no connection. I though maybe he would take heavy damage or something at the end of the film, but no dice.
Anyway, it was great. When I finally got over my denial at Episode I and conceded that it was a bad movie, I told everyone that I held out hope that the completed trilogy would give context to it and make it good. Episode II did indeed improve it; the whole was greater than the sum of the parts. With a quality ending that successfully captured the greatness of Star Wars, I'm hoping that going back and seeing the entire PT, the context will make it valuable as a whole. Hoping hoping hoping. We'll see.
My kids are still seeing the OT first whenver they're born, though : )